PACTERA TECHNOLOGY INTERNATIONAL LTD.
SUPPLIER CODE OF BUSINESS CONDUCT AND ETHICS
Pactera Technology International Ltd. (together with its Affiliates, the “Company”) is committed to conduct its business in accordance with applicable laws, rules and regulations and the highest standards of business ethics. As a result, the Company expects its suppliers (together with their respective Affiliates, the “Supplier”) to adhere to the highest standards of business ethics and regulatory compliance. All Suppliers are required to read and comply with this Supplier Code of Business Conduct and Ethics (the “Code”) and, when appropriate, train their employees and representatives to ensure that they are aware of expectations regarding their behavior. To the extent this Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, the Supplier shall adhere to these higher standards.
For purposes of this Code, “Affiliates” shall mean with respect to any person, any other person that directly, or indirectly through one or more intermediaries, Controls, or is Controlled by, or under common Control with, the person specified, and “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a person through the ownership of voting securities or otherwise, including, without limitation, having the power to elect a majority of the board of directors or other governing body of such person.
This Code is designed to deter wrongdoing and to promote:
(i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;
(ii) full, fair, accurate, timely, and understandable disclosure in reports and documents that the Supplier prepares in its business;
(iii) compliance with applicable governmental laws, rules and regulations;
(iv) prompt reporting of violations of the Code; and
(v) accountability for adherence to the Code.
This Code applies to the Supplier and, when appropriate, the directors, officers, employees and advisors of the Supplier, whether they work for the Supplier on a full-time, part-time, consultative, or temporary basis (each an “employee” and collectively, the “employees”). The Supplier must have a written company code of business ethics and business conduct or other similar company policies that at a minimum incorporate the requirements of this Code and the laws applicable to the business of the Supplier, and the Supplier must make such code or policies available to its employees, conduct periodic training programs for its employees, and conduct periodic reviews to ensure its employees are complying with such code or policies and this Code.
If the Supplier or any of its employees wish to report questionable behavior or a possible violation of this Code, it is encouraged to work with the primary contact at the Company in resolving its concern. If that is not possible or appropriate, please contact the Company through any of the following methods:
Telephone: +1 (425) 658-0874(International) / +86(10) 5987-5773 (China)
Fax: +1 (425) 224-2752(International) / +86(10) 5987-5050(China)
The Company will maintain confidentiality to the extent possible and will not tolerate any retribution or retaliation taken against any individual who has, in good faith, sought out advice or reported questionable behavior or a possible violation of this Code.
III. Conflicts of Interest
- Identifying Conflicts of Interest
The Supplier shall avoid the appearance of or actual improprieties or conflicts of interests. A conflict of interest occurs when the Company’s employee’s private interest interferes, or appears to interfere, in any way with the interests of the Company as a whole. The term “conflict of interest” also describes any circumstance that could cast doubt on the Supplier or its employees’ ability to act with total objectivity with regard to the business relationship with the Company. Conflict of interest situations may arise in many ways. In general, the following should be considered conflicts of interest:
- Financial Interests.
(i) If an employee of the Company or its spouse or any other family member has any financial interest (ownership or otherwise), either directly or indirectly, in the Supplier, the Supplier shall not deal directly with such employee; and
(ii) During the process of negotiating supply agreements with the Company or performing such agreements and in the period when the Supplier maintains a business relationship with the Company, the Supplier shall not directly deal with the spouse or any other family member of any employee of the Company that works on the agreements or businesses with the Supplier.
- Loans or Other Financial Transactions. The Supplier shall not provide loans or guarantees of personal obligations to, or enter into any other financial transaction with, any employee of the Company.
- Other Prohibited Activities.
The Supplier shall not directly or indirectly: (i) pay salaries, commissions or fees to any employee of the Company or designees of employees of the Company; (ii) make payments or rebates to any employee of the Company or designees of employees of the Company; (iii) favor any employee of the Company or designees of employees of the Company with gifts or entertainment of significant cost or value, or with services or goods sold at less than full market value; or (iv) enter into business arrangements with any employee of the Company unless such individual is acting in his official capacity as a representative of Company.
It is difficult to list all of the ways in which a conflict of interest may arise, and this Code has provided only a few, limited examples. If the Supplier or any of its employees are faced with a difficult business decision that is not addressed above, the following questions shall be asked:
- Is it legal?
- Is it honest and fair?
- Disclosure of Conflicts of Interest
The Company requires that the Supplier fully disclose any situations that reasonably could be expected to give rise to a conflict of interest provided here.
- Family Members
For purposes of this Code, “family members” include spouse or life-partners, brothers, sisters and parents, in-laws and children, whether such relationships are by blood or adoption.
IV. Gifts and Entertainment
The giving and receiving of gifts is common business practice. However, gifts and entertainment should never compromise, or appear to compromise, the Company’s employee’s ability to make objective and fair business decisions.
As a general rule, the Supplier shall avoid giving any gifts or entertainment to any employees of the Company because even a well-intentioned gift might constitute a bribe under certain circumstances or create conflicts of interest. Gifts or entertainment may be given to employees of the Company only if the gift or entertainment could not be viewed as an inducement to any particular business decision.
The Company’s business conduct is founded on the principle of “fair transaction.” Therefore, no employee of the Company may give or receive kickbacks, bribe others, or secretly give or receive commissions or any other personal benefits, and the Supplier shall not provide incentives such as kickbacks or bribes to any employees of the Company in return for conducting business with it. The Supplier shall not offer anything of value to obtain or retain a benefit or advantage for it, and shall not offer anything that might appear to influence, compromise judgment, or obligate the Company’s employees. If offering a gift, meal, or entertainment to the Company’s employees, the Supplier shall always use good judgment, discretion, and moderation. Any gift from the Supplier must be permissible under the policy of the Company’s employee’s business unit and country, because the Company’s business and regional policies may prohibit gifts entirely or set maximum gift value limits at varying amounts. Any gifts, meals, or entertainment must comply with applicable law, must not violate the giver’s and/or recipient’s policies on the matter, and must be consistent with local custom and practice.
- Compliance with United States Foreign Corrupt Practices Act and Other Applicable Anti-bribery and Anti-corruption Laws
The United States Foreign Corrupt Practices Act (the “FCPA”), the United Kingdom Bribery Act and certain other anti-bribery and anti-corruption laws of China and other jurisdictions applicable to the Company (collectively, the “Compliance Regulations”) prohibits giving anything of value or making any illegal payments, directly or indirectly, to officials of any government or any political candidates in order to obtain or retain business. The Company has adopted an Anti-Corruption Program by which its employees must abide. A violation of the Compliance Regulations not only violates the Company’s Anti-Corruption Program but is also a civil or criminal offense under the Compliance Regulations which the Company is subject to. The Supplier shall, and shall procure its employees to, comply with the Compliance Regulations.
Without limiting the generality of the above paragraph, the Supplier shall not offer, pay, arrange for or allow a third party to pay, or agree to pay or similarly receive or agree to receive any payment, gift or other thing of value of any nature to or from any officials, employees or agents of any government, any department, agency or instrumentality of any government (including without limitation any state-owned enterprise), any political party, or any candidate for political office or other person, including a legislative, administrative or judicial officer (including any person exercising a public function for a public agency, a public enterprise or a public international organization) where such payment, gift or other consideration would violate any Compliance Regulations .
- Political Contributions
Except as approved in advance by the Company, the Supplier shall not make any political contributions (directly or through trade associations) on behalf of the Company or for the purpose of promoting the commercial interest of the Company in any improper way.
The Supplier shall conduct business in full compliance with antitrust and fair competition laws that govern the jurisdictions in which it conducts business.
VI. Protection and Use of Company Assets
The Supplier shall protect and responsibly use the physical and intellectual assets of the Company, including intellectual property, tangible property, supplies, consumables and equipment, when authorized by the Company to use such assets.
VII. Intellectual Property and Confidentiality
The Company maintains a strict confidentiality policy. Protection of intellectual property rights is vital for the Company. The Suppler must, without limitation:
2. Use Company-provided information technology and systems (including email) only for authorized Company business-related purposes. The Company strictly prohibits its Suppliers from using Company-provided technology and systems to (i) create, access, store, print, solicit or send any material that is intimidating, harassing, threatening, abusive, sexually explicit or otherwise offensive or inappropriate, or (ii) send any false, derogatory, or malicious communications.
3. Comply with all the Company’s requirements and procedures for maintaining passwords, confidentiality, security and privacy as a condition of providing the Company with goods or services or receiving access to the Company’s internal corporate network, systems and buildings. All data stored or transmitted on the Company-owned or -leased equipment is to be considered private and is the property of the Company. The Company may monitor all use of the corporate network and all systems (including email), and may access all data stored or transmitted using the Company’s network.
4. Comply with the intellectual property ownership rights of the Company and others including but not limited to copyrights, patents, trademarks, and trade secrets; and manage the transfer of technology and know-how in a manner that protects intellectual property rights.
The Supplier may speak to the press on behalf of the Company only if the Supplier is expressly authorized in writing to do so by the Company.
IX. Business Records
The Supplier shall honestly and accurately record and report all business information and comply with all applicable laws regarding their completion and accuracy. The Supplier shall create, retain, and dispose of business records in full compliance with all applicable legal and regulatory requirements and be honest, direct, and truthful in discussions with regulatory agency representatives and government officials. Business records include, but are not limited to, booking information, payroll, timecards, travel and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of the business.
X. Compliance with Laws and Regulations; Insider Trading
The Supplier has an obligation to comply with the laws of the cities, provinces, regions and countries in which it operates. This includes, without limitation, laws covering commercial bribery and kickbacks, copyrights, trademarks and trade secrets, information privacy, insider trading, offering or receiving gratuities, employment harassment, environmental protection, occupational health and safety, false or misleading financial information, misuse of corporate assets or foreign currency exchange activities.
The Supplier shall, and shall procure its employees to, avoid trading securities (including any notes) while in possession of material non-public information of the Company (including without limitation its direct and indirect holding companies, subsidiaries and consolidated entities) or other companies, and comply with insider trading and any applicable laws regarding securities transactions and handling of confidential information. Insider trading is both unethical and illegal and will be firmly dealt with by the Company. Prohibition on insider trading applies to members of the employees’ family and anyone else sharing the home of the employees. Therefore, the Supplier shall procure its employees to use discretion when discussing work with friends or family members, as well as with other employees.
XI. Workplace Environment
- Discrimination and Harassment
The Supplier shall provide equal opportunity in all aspects of employment and shall not tolerate any illegal discrimination or harassment based on race, ethnicity, religion, gender, age, national origin or any other protected class.
- Health and Safety
The Supplier shall provide its employees with a safe and healthy work environment. The Supplier shall, and shall procure its employees to, maintain a safe and healthy workplace for other employees by following environmental, safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. Violence and threatening behavior shall not be permitted.
The Supplier shall procure its employees to perform his or her duty in a safe manner, free of the influences of alcohol, illegal drugs or other controlled substances. The use of illegal drugs or other controlled substances in the workplace shall be prohibited.
- Other Human Rights
The Supplier shall conduct its employment practices in full compliance with all applicable laws and regulations on human rights, and shall, without limitation:
- Use only voluntary labor. The use of forced labor whether in the form of indentured labor, bonded labor, or prison labor by the Supplier is prohibited. Also prohibited is support for any form of human trafficking of involuntary labor through threat, force, fraudulent claims, or other coercion.
- Not require workers to lodge “deposits” or their identity papers (government-issued identification, passports, or work permits) with their employer. Workers should be free to resign their employment in accordance with local and national laws or regulations without unlawful penalty.
- Comply with all local and national minimum working age laws or regulations and not use child labor. The Supplier cannot employ anyone under the age of 16 (if the local laws provide for a lower age, it shall prevail), under the age for completing compulsory education, or under the legal minimum working age for employment — whichever is higher. The Company only supports the development of legitimate workplace apprenticeship programs for the educational benefit of young people and will not do business with those who abuse such systems. Workers under the age of 18 cannot perform hazardous work and may be restricted from night work, with consideration given to educational needs.
- Not engage in physical discipline or abuse. Physical abuse or discipline, the threat of physical abuse, sexual or other harassment, and verbal abuse or other forms of intimidation are prohibited.
- Pay applicable legal wages under humane conditions. All workers must be provided with clear, written information about their employment conditions with respect to wages before they enter employment and as needed throughout their term of employment. Deductions from wages as a disciplinary measure will not be permitted nor will any deductions from wages not provided for by national law or local law be permitted without the express, written permission of the worker concerned. All disciplinary measures should be recorded. Wages and benefits paid for a standard working week must meet, at a minimum, local and national legal standards.
- Not require workers to work more than the maximum hours of daily labor set by local and national laws or regulations. Vendors must ensure overtime is voluntary and paid in accordance with local and national laws or regulations. A workweek should not be more than 60 hours a week, including overtime, except in emergency or unusual situations. Workers should be allowed at least one day off per seven-day week.
- Keep employee records in accordance with local and national laws or regulations and provide in a timely manner, via pay stub or similar documentation, the basis on which employees are paid.
- Respect workers’ rights to freedom of association and collective bargaining in accordance with legal requirements. The Supplier shall not engage in discrimination in hiring, compensation, access to training, promotion, termination, and/or retirement based on union membership.
XII. Environmental Regulations and Protection
The Company recognizes its social responsibility to protect the environment and expects its Suppliers to share its commitment by responding to challenges posed by climate changes and working toward protecting the environment. As a part of this commitment, the Supplier shall, without limitation:
- Comply with all applicable environmental laws and regulations regarding hazardous materials, air emissions, waste and wastewater discharges, including the manufacture, transportation, storage, disposal, and release to the environment of such materials.
- Endeavor to reduce or eliminate waste of all types, including water and energy, by implementing appropriate conservation measures in its facilities, through its maintenance and production processes, and by recycling, re-using or substituting materials.
- Obtain, maintain and keep current all required environmental permits and registrations and follow the operational and reporting requirements of such permits.
- If applicable, identify the chemicals or other materials being released that pose a threat to the environment and manage them appropriately to ensure their safe handling, movement, storage, use, recycling or reuse and disposal.
- Adhere to all applicable laws, regulations and customer requirements regarding prohibition or restriction of specific substances, including labeling for recycling and disposal.
XIII. Violations of the Code; Protection Against Retaliation
The Supplier shall provide open channels for its employees to report any known or suspected violation of this Code, including any violation of laws, rules, regulations or policies that apply to the Supplier. Reporting a known or suspected violation of this Code by others shall not be considered an act of disloyalty, but an action to safeguard the reputation and integrity of the Supplier and its employees.
All questions and reports of known or suspected violations of this Code shall be treated with sensitivity and discretion. The Supplier shall protect the reporting employee’s confidentiality to the extent possible, consistent with the law and the Supplier’s need to investigate the concern.
The Supplier shall strictly prohibit retaliation against an employee who, in good faith, seeks help or reports known or suspected violations.
XIV. Waivers of the Code
Waivers of this Code will be granted on a case-by-case basis and only in extraordinary circumstances. Waivers of this Code may be made only by the Company.
This Code contains general guidelines for the Supplier to conduct business with the Company consistent with the highest standards of business ethics. The Supplier and its employees, agents and subcontractors must adhere to this Code while conducting business with or on behalf of the Company. The Supplier must promptly inform the relevant contact at the Company (or a member of the Company’s management) when any situation develops that causes the Supplier to operate in violation of this Code. While the Supplier is expected to self-monitor and demonstrate its compliance with this Code, the Company may audit the Supplier or inspect the Supplier’s facilities to confirm compliance. The Company may require the immediate removal of any Supplier representative(s) or personnel who behave in a manner that is unlawful or inconsistent with this Code or any policy of the Company. Compliance with this Code, and attending training on this Code, as may be offered by the Company, is required in addition to any other obligations in any agreement the Supplier may have with the Company.
CERTIFICATION OF COMPLIANCE
To: Compliance Officer of Pactera Technology International Ltd.
From: [Supplier’s Legal Name]
RE: Supplier Code of Business Conduct and Ethics
of Pactera Technology International Ltd.
We have received, reviewed, and understand the above-referenced Supplier Code of Business Conduct and Ethics (the “Code”) and hereby undertake, as a condition to our present and continued business relationship with Pactera Technology International Ltd. and/or any of its affiliated entities (collectively, the “Company”), to comply fully with the Code.
We hereby certify that we have adhered to the Code during the time period that we maintained a business relationship with the Company.
We further agree to adhere to the Code in the future.
For and on behalf of
[Supplier’s Legal Name]